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Post Merger Integration - Challenges & Solutions
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© 2016 TayganPoint Consulting Group, All rights reserved. TayganPoint Consulting Group MERGERS, ACQUISITONS & DIVESTITURES Post Merger Integration Creating Value + Capturing Synergies
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© 2016 TayganPoint Consulting Group, All rights reserved. 01 IDENTITY 02 INSIGHTS 03 ENGAGEMENT 04 BUSINESS OUTCOMES 05 EXPERIENCE 06 WHY TAYGANPOINT TABLE OF CONTENTS
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© 2016 TayganPoint Consulting Group, All rights reserved. identity 01 Id IDENTITY
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© 2016 TayganPoint Consulting Group, All rights reserved. TAYGANPOINT CONSULTING GROUP WHO WE ARE TayganPoint Consulting Group is a management consulting firm focused on dynamic business transformation. From strategy through execution, we engage as a partner and a trusted advisor through all phases of your most mission-critical projects. Aligning people, process, culture and technology, TayganPoint delivers high-value solutions that improve performance, delivering measurable and sustainable results. Effectively fill gaps, broaden capabilities and create efficiency by leveraging TayganPoint’s deep experience in strategy alignment, process improvement, change management and program management. WHAT WE BELIEVE We believe in helping clients achieve measurable, sustainable value. We believe in open and respectful communication. We believe in initiative, integrity, and accountability. We believe in collaboration and transferring knowledge. We believe in giving back to our communities. We believe in true sustainability for our clients, our business and the lives of our employees. ONE OF CONSULTING MAGAZINE’S SEVEN SMALL JEWELS DELIVERING MEANINGFUL SOLUTIONS 10 SEASONED PROFESSIONAL CONSULTANTS60 LOCAL PRESENCE GLOBAL REACH Headquartered in Washington's Crossing, PA 3X NJBIZ FASTEST GROWING COMPANIES YEARS
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© 2016 TayganPoint Consulting Group, All rights reserved. TRANSFORMATION TOOLKIT OPERATE + REALIZEENABLE + EXECUTEENVISION + ALIGN STRATEGY Development & Alignment • Strategic Roadmap • Voice of the Customer • Market Assessment, Benchmarks • Target Operating Model Defined • Current State Assessment and GAP Analysis KEY DELIVERABLES • Vision & Strategy • Target Market Identified • Customer Needs Identified • Project Charter • “As Is” Process Baselines • Gap Analysis DESIGN FUTURE STATE Process, Technology & Organizational Redesign • Knowledge Transfer, Training & Communication • Policies & Procedures Aligned • Benefits Realization • Ongoing Performance Management • Stakeholder Alignment and Governance • Technology Requirements/Design • Prioritization of Initiatives • Transformation Program KEY DELIVERABLES • Training & Communication Plan • Tollgate Reviews • Performance Dashboards CHANGE MANAGEMENT Clarity, Consistency, Transparency & Culture KEY DELIVERABLES • Stakeholder Analysis • Governance Process • “To Be” Designs • Communication Plan • Roles & Responsibilities Defined • Transformation Program IMPLEMENTATION Program Management
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© 2016 TayganPoint Consulting Group, All rights reserved. FINANCE & ACCOUNTING Finance Function Organization Structure and Alignment, Process and Operations , Improvement, FP&A, PtP, AtR, OtC, Finance Shared Services SALES & MARKETING Call Center Operations Improvement and Centralization, Multi Channel Marketing Strategy and Deployment , Shared Services and Process Integration MERGERS ACQUISITIONS & DIVESTITURES Post Merger Integration, Acquisition Planning and Transition Readiness, PMO / IMO, Change Execution RESEARCH & DEVELOPMENT Regulatory & Compliance, Clinical Operations Effectiveness, Enterprise Process Management, Product Development & Launch Readiness, Program & Portfolio Management, Design & Implementation, Organizational Effectiveness OPERATIONS & MANUFACTURING Lean Processes, Supply Chain Optimization, Performance Measurement & Analytics, Compliance & Risk Management INFORMATION TECHNOLOGY IT Strategy and Operating Model, IT Operational Improvement & Business Alignment, Data Management & Analytics, IT Shared Services WHERE TAYGANPOINT CAN ENGAGE SHARED SERVICES & OUTSOURCING Program Management, Transition Management, Knowledge Transfer, Strategic fit assessment, Organization Design, Change Management
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© 2016 TayganPoint Consulting Group, All rights reserved. American Electric & Power Aramark Aria Systems Caesars Entertainment The Carlyle Group Canon Financial Services CDW Dynegy Fannie Mae Fidelity Fitch Ratings John Hancock NHS Human Services PVH (Phillips-Van Heusen) Reckitt Benckiser Riverside Research Thermo Fisher Scientific T Rowe Price Verizon Wallenius Wilhelmsen Logistics Wiley Publishing Allergan AbbVie Biogen Idec Bristol-Myers Squibb Daiichi-Sankyo G&W Laboratories Johnson & Johnson Merck & Co. Novartis Novo Nordisk Otsuka Sanofi Aventis Quintiles AltaMed Health Care Hunterdon Medical Center Detroit Children’s Hospital Lancaster General Health OUR CLIENTS
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© 2016 TayganPoint Consulting Group, All rights reserved. insights 02 In INSIGHTS
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© 2016 TayganPoint Consulting Group, All rights reserved. TAYGANPOINT CAPABILITIES Specific to Mergers, Acquisitions & Divestitures ORGANIZATIONAL CHANGE MANAGEMENT • Organization Design • Stakeholder Alignment and Change Execution • Merger Communications Planning and Execution • Education, Training, + Communication (ETC)™ Planning and Execution PROCESS IMPROVEMENT • Enterprise Process Management & Process Reengineering • Process Rationalization, Integration and Synergies • Process Improvement Mapping, Assessment and Design PROGRAM & PROJECT LEADERSHIP • Develop and Deploy Program Management for Critical Change Initiatives • PMO Assessment, Design, & Implementation • Project Management Support and Coaching • IMO Design and Implementation STRATEGY ALIGNMENT & EXECUTION • Strategic Planning and Definition • Merger Integration Planning and Execution • Alignment and Governance Across Stakeholders • Performance Management and Balanced Scorecard
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© 2016 TayganPoint Consulting Group, All rights reserved. CHALLENGES IN MERGER INTEGRATION MARKETPLACE DEMANDS
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© 2016 TayganPoint Consulting Group, All rights reserved. DIFFERENCES IN APPROACH 11 Individual teams focus on reducing redundant operations and people Quick close Merge processes Checklists & Templates Avoid Risk Cross-sell existing products Conservative goals Cost synergies Cross-functional teams dedicated to finding breakthrough opportunities Go slow to go fast! Optimize processes with new org models Senior leader engagement Manage Risk Identify new products to create value Synergies beyond stated goals TRADITIONAL INTEGRATED
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© 2016 TayganPoint Consulting Group, All rights reserved. INTEGRATED APPROACH ELEMENTS 1. Acquisition Strategy 2. Market Review 3. Due Diligence 4. Integration Planning • People Selection • Best of Breed Assessments: People, Process, Technology • Sales & Marketing Alignment • Infrastructure Rationalization • Redundant Corporate Functions • Facilities & Shared Services 5. Operational Integration • Communication Planning/ Change Management • Integration Plan Management • Organization and Process Optimization • Culture Assessment and Diagnostics
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© 2016 TayganPoint Consulting Group, All rights reserved. INTEGRATED APPROACH BENEFITS 13 • Clear charter ensures clarity of purpose • Cross-functional teams led by senior leaders • Milestones established early to measure progress • Transparent reporting through established dashboard metrics • Human Resources engaged early in talent assessment • Strong focus on cultural integration • IMO focused on faster realization of deal targets and merger goals • Transformational synergy • Data driven decision making across functions and business units • Clear communication throughout engagement
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© 2016 TayganPoint Consulting Group, All rights reserved. Rapid and Effective Knowledge Transfer Lack of Value Capture Realization Integration Team Resource Constraints M&A as a Preferred Growth Strategy Expand Customer Base Extend Geographic Reach Enter New Lines of Business Corporate Culture Alignment Portfolio Rationalization INDUSTRY TRENDS & CHALLENGES Post Merger Integration MERGERS ACQUISITIONS& DIVESTITURES
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© 2016 TayganPoint Consulting Group, All rights reserved. QUESTIONS Key Questions to Consider To what extent will the target company fit strategically within the larger buyer organization? Has a review of all the property owned by the target company been completed? What is the current understanding of the competitive environment in which the target business operates? – move up What production-related matters need to be reviewed? What is the extent and quality of the target company technology and intellectual property? What is the current understanding of the target company’s marketing strategies and arrangements? What is your understanding of the target company’s management and employee base? What is the customer base including the level of concentration of the largest customers as well as the sales pipeline? What are the potential environmental issues the target company may face? How will you establish, maintain, and update a well-organized online data room to enable due diligence?
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engagement 03 Ta ENGAGEMENT
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© 2016 TayganPoint Consulting Group, All rights reserved. Integration Process and Framework Development, Toolkit Playbook Development & Training Due Diligence, Readiness Assessments, Business Case Development Pre-Deal Support Team Selection, Governance, Synergy Management, Value Realization Integration Management Office (IMO) Support Discovery, Planning, Execution, Budget, Performance Metrics Functional Integration Planning, Execution, Culture and Communications Change Management ENVISION & ALIGN ENABLE & EXECUTE REALIZE & OPERATE STRATEGY ALIGNMENT + EXECUTION PROCESS IMPROVEMENT PROGRAM MANAGEMENT CHANGE MANAGEMENT MA&D OFFERINGS
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© 2016 TayganPoint Consulting Group, All rights reserved. Analyzing Business Strategy and Identifying IT Strategy IT Strategy / Business Alignment Due Diligence, Readiness Assessments, Business Case Development Pre-Deal Support Team Selection, Governance, Synergy Management, Value Realization Integration Management Office (IMO) Support Discovery, Planning Execution, Budget, Performance Metrics Functional Integration Planning, Execution, Culture and Communications Change Management MA&D OFFERINGS Integration Process and Framework Development, Toolkit, ETCSM Playbook Development & Training EXPERT EXPERIENCE DISCUSSION TOPICS ENGAGEMENT DELIVERABLES • Developed M&A and Divestiture playbooks for multiple functional areas • Managed and implemented large scale M&A post-deal planning and integration projects • Experienced in course development for new systems and processes • Build Strategy on a Page • Facilitate Framework Development • Do you have an overarching integration framework? • What are your standard processes and tools and are these documented and maintained in a central location?
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© 2016 TayganPoint Consulting Group, All rights reserved. Integration Process and Framework Development, Toolkit, ETCSM Playbook Development & Training Enabling and Building the Planning, Funding and Strategy of IT Projects IT Portfolio Team Selection, Governance, Synergy Management, Value Realization Integration Management Office (IMO) Support Discovery, Planning Execution, Budget, Performance Metrics Functional Integration Planning, Execution, Culture and Communications Change Management Due Diligence, Readiness Assessments, Business Case Development Pre-Deal Support EXPERT EXPERIENCE DISCUSSION TOPICS ENGAGEMENT CAPABILITIES MA&D OFFERINGS • Due diligence team leadership (all operational aspects of acquisition evaluation) • Best Practices and Acquisition Readiness Assessments as part of due diligence process • Business Case development and guidance for acquisition go or no-go decision • Develop Business Case • Conduct Readiness Assessments • Create Due Diligence Analysis • How effective is your due diligence beyond financial analysis…to include market and operational due diligence? • What is your process for operational DD? Standard/broad/extensive?
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© 2016 TayganPoint Consulting Group, All rights reserved. Integration Process and Framework Development, Toolkit, ETCSM Playbook Development & Training Due Diligence, Readiness Assessments, Business Case Development Pre-Deal Support Defining IT Process and Optimal Organizational Design IT Process / Organizational Design Discovery, Planning Execution, Budget, Performance Metrics Functional Integration Planning, Execution, Culture and Communications Change Management Defining IT Process and Optimal Organizational Design IT Process / Organizational Design Team Selection, Governance, Synergy Management, Value Realization Integration Management Office (IMO) Support EXPERT EXPERIENCE DISCUSSION TOPICS ENGAGEMENT CAPABILITIES MA&D OFFERINGS • What is your vision for how an IMO team will operate? What will the governance structure look like? • How are you defining targets and measuring achievements for value realization? • Create IMO Governance Model • Development of Day 1 and Day 100 Plans • Build Resource Planning & Management • Risk Mitigation Plan • IMO Lead coordinating functional integration teams, managing integration planning, facilitation of discovery data, liaison between acquisition/acquirer and driving process design workshops • IMO Lead for acquisition and integration. Managed business and technology work streams with multiple stakeholders
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© 2016 TayganPoint Consulting Group, All rights reserved. Integration Process and Framework Development, Toolkit, ETCSM Playbook Development & Training Due Diligence, Readiness Assessments, Business Case Development Pre-Deal Support Team Selection, Governance, Synergy Management, Value Realization Integration Management Office (IMO) Support Facilitation and Alignment of Business Processes to Disaster Recovery Targets DR Strategy Planning, Execution, Culture and Communications Change Management Facilitation and Alignment of Business Processes to Disaster Recovery Targets DR Strategy Discovery, Planning, Execution, Budget, Performance Metrics Functional Integration EXPERT EXPERIENCE DISCUSSION TOPICS ENGAGEMENT CAPABILITIES MA&D OFFERINGS • Designed and implemented cross functional people, process and technology plans for large complex initiatives • Regulatory integration functional lead. Facilitated integration planning, readiness and execution workshops. Developed transition plans to “normal” business • Define Detailed Integration Project Plans • Develop Knowledge Transfer plans • Create Process Mapping and Gap Analysis • 30/60/90 day milestone plans • Design Resource Role Maps • What functional activities drive value realization? • How will people, processes and technology integrate functionally? • How will knowledge be transferred between organizations?
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© 2016 TayganPoint Consulting Group, All rights reserved. Due Diligence, Readiness Assessments, Business Case Development Pre-Deal Support Team Selection, Governance, Synergy Management, Value Realization Integration Management Office (IMO) Support Discovery, Planning Execution, Budget, Performance Metrics Functional Integration Large project, change management oversight and governance Program Delivery Capability Readiness Planning, Execution, Culture and Communications Change Management EXPERT EXPERIENCE DISCUSSION TOPICS ENGAGEMENT CAPABILITIES MA&D OFFERINGS Integration Process and Framework Development, Toolkit, ETCSM Playbook Development & Training • What is the current communication plan to address the change? • How are key stakeholders being identified? • What training is necessary to support the change? • Developed the strategy roadmap, change management, & communication plan related to implementation and acceptance. • Minimized business disruption to 2500 pharmaceutical employees. • Led the Organizational Change Management and Communications effort for a global SAP implementation. • Create Comprehensive Communication Plan • Define Key Stakeholders, Messaging & Level of Engagement • Create a Robust Training Plan to Support All Levels of the Organization
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© 2016 TayganPoint Consulting Group, All rights reserved. experience 03 Ex EXPERIENCE
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© 2016 TayganPoint Consulting Group, All rights reserved. MA&D EXPERIENCE Merger IT Infrastructure Integration - JOANIE • Developed straight-forward reporting tools for IP renumbering work stream that became the standard for all other domains in the PMO • Supported the integration program lead with strong project management framework, tools and tactics. • Developed a stakeholder-centric approach to building and implementing a change management strategy and then reinforce it with clear, crisp, regionally sensitive communications delivered via multiple channels. Merger Integration to Maximize Acquisition Value - JUDITH • Established and lead the cross-functional/cross-business unit IMO. • Ensured that the objectives of the integration were met within the guidelines established and within the timeframes anticipated. • The client achieved an additional $35 Million in cost savings and margin improvements, resulting in total holding company synergies of $95 Million. Biopharmaceutical Company Acquisition – ERIK/AMY • Mobilized and organized the merger integration core team, providing subject matter expertise, guidance, and global integration support. • Advised integration leadership on pre-Day 1 planning and integration activities and identified the deal's critical value drivers and developed processes to monitor progress • Defined the integration priorities for a 30/60/90 day cadence and coordinated financial activities needed to support legal entity and global supply chain changes Energy Generation & Distribution F100 Life Sciences Company Global Healthcare
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© 2016 TayganPoint Consulting Group, All rights reserved. taygan point 04 Ta WHY TAYGANPOINT
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© 2016 TayganPoint Consulting Group, All rights reserved. WHY TAYGANPOINT BEST-IN-CLASS CONSULTANTS Engagement teams comprised of alumni from some of the most notable consulting firms in the world blended with an average of 20 years of management and consulting experience. ACCELERATED CHANGE MODEL Deep functional and industry expertise enables our consultants to intuitively diagnose issues and resolve them faster. Facilitate change more effectively and achieve business benefits sooner. HOLISTIC APPROACH A collaborative and custom tailored approach that aligns new processes and models to meet the needs of the business and its culture. Roadmaps that make sense. LEADING EDGE THINKING – PROVEN PERSPECTIVE Strong thought leadership supports improved transformation, collaboration, and improved effectiveness DEEP FUNCTIONAL AND INDUSTRY KNOWLEDGE Consultants with more than just consulting experience. Team members who have spent extensive time working within major Life Science, Healthcare, Energy and Financial Services organizations. STRATEGY THROUGH EXECUTION Engagement beyond delivering ‘the plan’. Consultants engaged as a partner throughout the process. Multi-disciplinary, collaborative and customized approaches that enable “strategy through execution”
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© 2016 TayganPoint Consulting Group, All rights reserved. 27 M&AD THOUGHT LEADERS • A leader in business transformation with extensive experience in mergers, acquisitions and divestitures, demonstrated expertise in finding value through disciplined program and project management. • Proven experience as team leader, coach, facilitator, and instructor. Has lead global, cross-functional teams to deliver sustainable changes to an organization. • Has leveraged business process reengineering and Lean Sigma initiatives to define, deliver and implement business transformation programs. Judith Millsaps Principal jmillsaps@tayganpoint.com • 20+ years of pharmaceutical, medical device and diagnostic management and leadership experience across the spectrum of business functions from research and development, operations, and quality to marketing and business development. • Led and supported major change initiatives focused on mergers, acquisitions and partnerships, internally driven strategy formulation and implementation efforts, as well as process and systems improvement projects. Amy Flynn Principal aflynn@tayganpoint.com • 25+ years of experience in the Life Sciences and Financial Services industries. • Areas of expertise include program and project management, merger and acquisition planning and integration, business process reengineering, Research and Development, and strategy development and implementation. • Dan’s career began at JP Morgan where he directly assisted industry analysts in valuing companies. After which, he joined Merck, holding positions in Financial Evaluation and Analysis, Divisional Financial Services & Treasury. Dan Patrick Consultant dpatrick@tayganpoint.com • Versatile leader with history of leading business transformations, including systems and organizational change for financial services, retail, government, and non-profit clients. Molly has managed and supported multi-functional project teams. • Drove implementations impacting diverse functional areas of client companies, including: product administration, information technology, customer service, human resources, legal, compliance, risk, security, marketing, communications, accounting, and finance. Molly Romano Consultant Mromano@tayganpoint.com
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© 2016 TayganPoint Consulting Group, All rights reserved. 28 M&AD THOUGHT LEADERS • 20+ years of experience leading and advising business transformation efforts and managing complex programs requiring systems and process integration. She has led multi-year implementations of projects with wide-ranging scope and considerable change management challenges. • As a Certified Six Sigma Master Black Belt, Debbie has trained and coached hundreds of improvement team leaders and executives. She advises executives on how to effectively sponsor improvement efforts and create performance incentives and measurement tools (balanced scorecard) Debbie Neuscheler CCO debbie@tayganpoint.com • As the Chief Administration Officer (CAO) of TayganPoint Consulting Group, Jim is responsible for all finance/accounting, HR, information technology (IT), risk management and insurance, banking, audit, legal and personnel relations. He also develops the firm’s financial models for growth. • Prior to joining TayganPoint, Jim held several senior management positions, including: EVP; Chief Financial Officer of Eastern Research Services; CFO; Controller of Omicron Consulting; and CFO; COO of Calvary Baptist Ministries. Jim Szakacs CAO jszakacs@tayganpoint.com
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© 2016 TayganPoint Consulting Group, All rights reserved. THANK YOU
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© 2016 TayganPoint Consulting Group, All rights reserved.
Editor's Notes
Marketplace Demands are Driving Clients to Re-evaluate How They Plan and Execute Mergers & Acquisitions
New icons to be added
▪ Disciplined IMO ▪ Communication & Planning ▪ Integration Dashboard
Trends – Left/Red Challenges – Right/Blue
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